(b) CONDITIONS: A Tax Indemnitee's obligation under Clause 5.12(a)
 with respect to any Tax Claim is subject to the satisfaction
 of the following conditions at the time the contest is
 requested and at all times while the contest (if any) is
 continuing: (i) no Default described in Clause 13.1(a) or (g)
 or Event of Default shall have occurred and be continuing,
 (ii) the amount of the Tax Claim (plus, if the Tax that is the
 subject of the Tax Claim is a recurring Tax, the aggregate
 amount of all similar Tax Claims with respect to all
 subsequent tax periods during the remainder of the Term) shall
 exceed the Tax Contest Threshold, (iii) if requested by such
 Tax Indemnitee, such Tax Indemnitee shall have received (at
 Lessee's expense) from independent tax counsel selected by
 Lessee and reasonably acceptable to such Tax Indemnitee a
 written opinion that there is a realistic expectation that
 such contest will be successful, (iv) Lessee shall have agreed
 to pay, and shall be paying, on demand and on an After-Tax
 Basis, all reasonable costs and expenses incurred by such Tax
 Indemnitee in connection with the contest of such Tax Claim,
 (v) if the contest is to be conducted in a manner requiring
 payment of the Tax Claim, Lessee shall have advanced to such
 Tax Indemnitee, without interest, the amount of the Tax Claim
 and shall have agreed to indemnify such Tax Indemnitee on an
 After-Tax Basis for any adverse Tax consequences of such
 interest-free advance, (vi) Lessee shall have agreed in
 writing that the Taxes that are the subject of the Tax Claim
 are Indemnified Taxes, except to the extent that the final
 determination of such contest demonstrates that such Taxes are